4: Statement of changes in beneficial ownership of securities
Published on July 3, 2025
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2025 | C | 1,500,000(1) | A | $10(1) | 1,500,000(1) | I | By Ligand Pharmaceuticals Incorporated(2) | ||
| Common Stock | 2,917 | D | ||||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $10(1) | 07/01/2025 | C | 15,000 | (3) | (3) | Common Stock | 1,500,000(1) | $0 | 3,000(3) | I | See footnote(2) | |||
| Series A Convertible Preferred Stock | $10(1) | 07/01/2025 | J | 31,278.681(4) | (3) | (3) | Common Stock | 3,127,868(1) | (4) | 3,127,868(3) | I | See footnote(2) | |||
| Explanation of Responses: |
| 1. The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. |
| 2. Todd Davis is the Chief Executive Officer and a member of the board of directors of Ligand Pharmaceuticals Inc. ("Ligand"). By virtue of this relationship, Mr. Davis may be deemed to beneficially own the shares of Common Stock held of record by Ligand. Mr. Davis disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. |
| 3. The Series A convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The Series A convertible preferred stock is subject to a contractual limitation such that the holder may not convert Series A convertible preferred stock to the extent that after giving effect to such conversion, the holder (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 49.9% of the shares of common stock outstanding immediately after giving effect to such conversion. |
| 4. Received in exchange for shares of LNHC, Inc. ("LNHC") common stock in connection with the merger of CHRO Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of the Issuer, with and into LNHC, a wholly-owned subsidiary of Ligand, with LNHC continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger, pursuant to the Merger Agreement, dated as of April 16, 2025, by and among the Issuer, Merger Sub, LNHC, and solely for the purposes of Article III thereof, Ligand. |
| /s/ Todd C. Davis | 07/03/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.